Title Holding Subsidiary definition

Title Holding Subsidiary shall have the meaning ascribed thereto in Recital A hereof as well as the meaning ascribed thereto in the TPG/CalSTRS LLC Agreement. With respect to the Project, the Title Holding Subsidiaries of TPG/CalSTRS shall include, without limitation, TPGA, TPG Plaza Investments, Junior Mezzanine Borrower, Senior Mezzanine Borrower, Mortgage Borrower and Guarantor.
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Title Holding Subsidiary has the meaning set forth in Section 6.21.
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Title Holding Subsidiary shall have the meaning ascribed thereto in the TPG/CalSTRS LLC Agreement.
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Examples of Title Holding Subsidiary in a sentence

  • Any provision of this Agreement imposing any duty or responsibility on the Partners, or limiting their respective rights or authority, with respect to Properties owned directly by the Company shall be interpreted to impose the identical duty, responsibility or limitation on them with respect to Properties owned through a Title Holding Subsidiary.

  • It shall be the General Partner’s duty and responsibility to duly form and maintain each Title Holding Subsidiary and cause each Title Holding Subsidiary to be and remain in good standing in its state of organization and qualified to do business in each jurisdiction in which it owns property or otherwise conducts business, to obtain appropriate employer and/or tax identification numbers (to the extent required) for the Title Holding Subsidiary, and the like.

  • The operating agreement for each Title Holding Subsidiary shall be in a form approved by the Partners.

  • Any provision of this Agreement giving the Partners the right or authority to take any action or refrain from taking any action, or cause the Company to take any action or refrain from taking any action, shall be interpreted to give them the identical right or authority with respect to the appropriate Title Holding Subsidiary.

  • The rights, duties, responsibilities and authority of the Partners with respect to Title Holding Subsidiaries and Properties owned through a Title Holding Subsidiary shall be identical to their respective rights, duties, responsibilities and authority with respect to the Company and Properties owned directly by the Company.

  • At all times during the term of this Agreement, and following the termination of this Agreement, Manager shall maintain and provide the applicable Title Holding Subsidiary with certificates of insurance evidencing current policies of insurance to be in place for all insurance required to be carried under this Section 1.04(a).

  • Each Title Holding Subsidiary shall be deemed to be an extension of the Company for purposes of determining the rights, duties and obligations of the Members, including without limitation the contribution of capital and the receipt of distributions and allocations under this Agreement.

  • Except for a Title Holding Subsidiary, cause the Company to become a shareholder, member, partner or other owner or participant in any corporation, limited liability company, partnership or other entity, including without limitation any Project Partnership.

  • Any provision of this Agreement giving the Manager the authority to take any action or refrain from taking any action, or cause the Company to take any action or refrain from taking any action, shall be interpreted to give the Manager the identical authority with respect to the appropriate Title Holding Subsidiary.

  • Notwithstanding that the Company is a Title Holding Subsidiary of TPG/CalSTRS, certain rights, duties and obligations of the Members of the Company, including, without limitation, the contribution of capital and the receipt of distributions and allocations, vary from those set forth in the TPG/CalSTRS LLC Agreement, as more particularly provided herein.


More Definitions of Title Holding Subsidiary

Title Holding Subsidiary is defined in Section 1.04.
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Related to Title Holding Subsidiary

  • Foreign Subsidiary Holding Company means any Subsidiary the primary assets of which consist of Capital Stock in (i) one or more Foreign Subsidiaries or (ii) one or more Foreign Subsidiary Holding Companies.

  • Operating Subsidiary means a majority-owned subsidiary of a financial

  • JV Subsidiary any Subsidiary of a Group Member which is not a Wholly Owned Subsidiary and as to which the business and management thereof is jointly controlled by the holders of the Capital Stock therein pursuant to customary joint venture arrangements.

  • Financing Subsidiary means (a) any Structured Subsidiary or (b) any SBIC Subsidiary.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • CFC Holding Company means a Subsidiary, substantially all of the assets of which consist of Equity Interests or Indebtedness of (a) one or more CFCs or (b) one or more CFC Holding Companies.

  • Non-U.S. Subsidiary means any Subsidiary that is not a U.S. Subsidiary.

  • Subsidiary means an entity in which more than 50 percent of the entity is owned—

  • CFC Holdco means any Domestic Subsidiary that has no material assets other than Equity Interests of one or more Foreign Subsidiaries that are CFCs.

  • Foreign Subsidiary Holdco any Domestic Subsidiary that has no material assets other than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an ownership interest in any such Capital Stock.

  • Qualified CFC Holding Company means a Wholly Owned Subsidiary of the Issuer that is a limited liability company, the primary asset of which consists of Equity Interests in either (i) a Foreign Subsidiary or (ii) a limited liability company the primary asset of which consists of Equity Interests in a Foreign Subsidiary.

  • Foreign Holding Company means any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests and/or Indebtedness of one or more Foreign Subsidiaries or other Foreign Holding Companies.

  • Wholly Owned Restricted Subsidiary is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, leasing, developing, constructing or acquiring energy generating, transmission or distribution assets, or assets related thereto, or any other power or energy facility or any assets related thereto, and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • New Holding Company means a corporation that is not a bank, association, or national banking association and as to which all of the following apply:

  • Qualifying Subsidiary means any Subsidiary of the Company that (i) is not the Issuer or an Initial Guarantor, and (ii) at the relevant time of determination, is not a Joint Venture Company, a Project Company, a Local Operating Company, a Bidding Company or a Holding Vehicle.

  • Controlled Subsidiary means any Subsidiary of the Company, 50% or more of the outstanding equity interests of which are owned by the Company and its direct or indirect Subsidiaries and of which the Company possesses, directly or indirectly, the power to direct or cause the direction of the management or policies, whether through the ownership of voting equity interests, by agreement or otherwise.

  • Domestic Subsidiary means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

  • Parent Holding Company means any direct or indirect parent entity of Holdings which holds directly or indirectly 100% of the Equity Interest of Holdings and which does not hold Capital Stock in any other Person (except for any other Parent Holding Company).

  • Material Domestic Subsidiary means any Domestic Subsidiary that is a Material Subsidiary.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Wholly Owned Subsidiary Guarantor any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.

  • ORE Subsidiary means any Subsidiary of the Assuming Bank that engages solely in holding, servicing, managing or liquidating interests of a type described in clause (A) of the definition of “Other Real Estate,” which interests have arisen from the collection or settlement of a Shared-Loss Loan.

  • U.S. Subsidiary means any Subsidiary that is incorporated or organized under the laws of the United States or a state thereof or the District of Columbia.

  • Subsidiary Entity means a person that is controlled directly or indirectly by another person and includes a subsidiary of that subsidiary;